UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): May 1, 2020

 

 

 

CLEANSPARK, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Nevada   000-53498   87-0449945

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1185 S. 1800 West, Suite 3

Woods Cross, Utah 84087

(Address of Principal Executive Offices)

 

(702) 941-8047 

(Registrant’s Telephone Number, Including Area Code) 

 

N/A 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CLSK   The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

   
 

 

  Item 1.01 Entry into a Material Definitive Agreement.

 

On May 1, 2020, CleanSpark, Inc., a Nevada corporation (the “Company”), entered into a Third Amendment to Transaction Documents (the “Third Amendment”) with an otherwise unaffiliated third-party institutional investor (the “Investor”).

 

The Third Amendment amends those certain existing Securities Purchase Agreements (the “Agreements”) and Senior Secured Redeemable Convertible Debentures (the “Debentures”) previously disclosed by the Company, and as amended previously on March 13, 2020.

 

As provided in the Third Amendment, until September 29, 2020, the Company will not be required to reserve or issue to Investor more shares of Common Stock than were reserved for Investor prior to May 1, 2020.

 

In addition, the Company previously amended the Agreements to lower the Closing Price of the Common Stock which may trigger an Event of Default from $5.00 per share under the Agreements down to $1.75 per share for 5 consecutive Trading Days. The Third Amendment further amends this clause in the Agreements to provide that an Event of Default under this provision would not be triggered, if at all, until after September 29, 2020.

 

The foregoing description of the terms of the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the provisions of such Third Amendment, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

  Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
10.1 Third Amendment to Transaction Documents, dated as of May 1, 2020

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CLEANSPARK, INC.  
         
 Dated: May 6, 2020   By: /s/ Zachary K. Bradford  
      Zachary K. Bradford  

 

 

   

Chief Executive Officer and President 

 

 

 

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